Star Fox: Tides of the Past
by Zoshonel
Summary: In the wake of the Aparoid Invasion, a new enemy threatens the Lylat Sytem. The problem though, is whether this is truly a new enemy or actually someone from the past.
1. Chapter 1

**Star Fox: ****Tides of the Past**

By: Zoshonel

Fox walked across the apartment suite, which was temporarily serving as team Star Fox's residence, and walked out onto the balcony. With a sigh Fox leaned his elbows on the balcony railing and looked out onto Corneria's capital city. Much of the city was still undergoing repairs from the recent Aparoid Invasion.

It had been only two months since the destruction of the Aparoids, but it still felt like only yesterday to the citizens of the Lylat System. There was not a single planet that escaped unscathed. While many of the planets had recovered quite nicely, both Corneria and Sauria, the two planets that received the brunt of the invasion, were still reeling from the effects.

Fox now turned his attention toward the center of the city, where the Cornerian High-Command Building was located. Surprisingly it had survived the assault on Corneria. That wasn't what Fox was concentrating on at the moment. He watched as dozens of Cornerian soldiers, who looked like little ants to him at the moment, were marching toward the building.

"I can't believe this day has finally come." he said with a heavy heart.

Today was the day that General Pepper, the man who had been in charge of the Cornerian Army for as long as Fox could remember, was officially retiring. During his recovery period in the hospital after the Aparoid attack, Pepper felt that he was getting to old for this kind of stuff. After being released from the hospital, General Pepper announced to the entire Lylat System that he was going to retire, but not before he enacted relief efforts to the war-torn system.

That was just one of the things bothering Fox at the moment. Not only was General Pepper retiring, but Peppy was fully retiring from Star Fox as well. Since he and Pepper were such good friends, they decided to retire on the same day. This was hurting Fox very deeply because the two of them were the closest things he had to a father, and it was like he was losing his father all over again.

"Is everything okay Fox?" asked Krystal as she stepped out onto the balcony.

"Couldn't be better." Fox lied.

"I'm a telepath Fox. You can't hide anything from me. I can feel your sadness all the way in the other room."

"It's just that things are changing so rapidly, and it's all because of the Aparoids. Both General Pepper and Peppy, who are the closest things I've ever had to a father figure, are retiring, and the Great Fox, which has been my home since I was a little cub, was turned to space dust forcing us to stay in this apartment. How can Star Fox even survive without its flagship?"

"I'm sure we'll manage. All we need is another ship to carry our Arwings and Landmasters and Star Fox will be back in business. The only difference is that we won't have Peppy guiding us anymore."

"Things are just changing too quickly around here."

"Well you know Fox," Krystal said slyly as she leaned over to him, "not all change has to be bad. This could also be the beginning of something new."

"There you two are." said Falco almost before Krystal could finish speaking. "Come on, it's time."

"Uh, right," choked Fox as he was recovering from what Krystal was saying to him. "Let's go then."

Fox and Krystal followed Falco off of the balcony and out of the apartment into the hallway. Slippy was already there waiting for them. Peppy had left early in the morning to go over final preparations with General Pepper. Fox locked the door to the apartment and the four of them made their way to the elevators. They took it to the first floor and then left the apartment building.

Waiting outside for them was a car that would take them to the retirement ceremony. They all piled in and the car took off down the road in the direction of the Cornerian High- Command Building. Along the way Fox noticed people setting up chairs on their balconies and rooftops. Every citizen of the Lylat System owed their life to General Pepper, so they were not going to miss his retirement ceremony for a second.

As they neared their destination, everyone could see that everything was already set up in front of the building. Their was a platform directly in front of the building in which General Pepper would be making his retirement speech and where every member of Star Fox had earned a seat. In front of the platform were seats for various military officers and distinguished guests.

When the car came to a stop everyone stepped out and headed for the platform. On either side of the seats were the dozens of soldiers Fox had seen earlier standing at attention. As Fox looked at them he reminded himself just why he had never joined the Cornerian army. Fox knew that he could never stand like that for even a second let alone for a long period of time.

A smile crept over the faces of every Star Fox member as they reached the top of the platform. Standing there waiting for them was Peppy. Fox's smile became half-hearted though when he realized that this would be the last time Peppy would be a member of Star Fox. After this, the only times they would see each other is when Fox visited Peppy or when Peppy visited him.

"Welcome friends." said Peppy. "It's good to see you made it here on time without me."

"Hey old-timer," said Falco, "we don't need a babysitter."

"Well you shouldn't need one after all the years we've spent together. I should hope that I would have at least taught you that much."

"Yeah, yeah, very funny. I'm gonna miss you."

"Well I never thought I'd hear those words from you Falco, but the feelings mutual. Hey Slippy, why the tears?"

"It's just, it's just that you won't be around anymore." cried Slippy. "Just two months ago I thought you were dead, and now you're leaving Star Fox for good."

"That doesn't mean you won't ever see me again Slippy. I'll be around, you can count on it. Why are you being so quiet over there Krystal?"

"No reason in particular Peppy." Krystal replied. "I guess, maybe it's a little hard to accept the fact that you're leaving. I have no memories of my family and friends or even my homeworld of Cerinia. Ever since our adventure on Sauria, you guys took me in as a member of your family and Star Fox became my home. I guess it really hasn't sunk in yet that you're truly leaving."

"Don't fret about that. It'll take a lot more than retirement to separate Star Fox."

"I'm going to miss you." Krystal said as she walked over and hugged Peppy.

"I'll miss you too." Peppy whispered to her. "Just do me a favor while I'm gone. Don't pass up such a good thing."

Krystal stood up from hugging Peppy with a perplexed look on her face from Peppy's words. A smile then crept over her face as she realized what Peppy was referring to and turned around to look at Fox standing there. Fox had been silent up to this point and was trying to make himself unnoticeable so he wouldn't have to say goodbye.

"Well Fox," Peppy finally said, "I guess this is it."

"Yeah, I guess so." was all Fox could say.

"I know your father would be proud of the man you turned out to be. You've saved this galaxy more times than I care to remember. I guess it's time to finally say goodbye though. I've done my best to raise you in your father's absence, and I've taught you everything I know."

"And you did a great job. My father would be proud of the person you've become as well. Star Fox just isn't going to be the same without you. Goodbye old friend."

"Well now that that's over," came General Pepper's voice as he walked onto the platform, "let's get down to business. We still have an hour before the ceremony, so let's get ready."

An hour later all the preparations were finished and all the guests had arrived. All they were waiting for now was General Pepper. Peppy, Falco, Krystal, and Slippy were already outside sitting in their seats. All four of them were in their formal uniforms. Falco hated wearing formal clothing and everyone could tell by the way he kept fidgeting in his seat.

Fox was still inside the Cornerian High-Command Building. He was slowly making his way outside to the platform. He was taking his time since he wanted to keep things the same for as long as he could. Besides, he still had a good ten minutes before General Pepper walks outside and begins the ceremony.

Slowly Fox now turned into the final hallway which led outside. Before he had even taken one step down the hallway a Cornerian soldier who had been running down the hallway plowed right into him. The both of them fell to the ground with a crash. Fox was about to yell when he turned and looked at who the soldier was. Instead, Fox smiled.

"Bill! Is that really you?"

"Fox, buddy! Oh man, how long's it been? Haven't seen or heard from you since the war with Andross."

"Yeah, sorry about that. I tried to get in touch after the war, but they had told me you were reassigned."

"I wasn't just reassigned. I was promoted."

"Well good for you. So that must be why you're here now, right?"

"Actually there's a little more to it than that, but you'll find that out soon. Looks like General Pepper's waiting for us so he can start."

Fox looked up at where bill was pointing to and saw General Pepper standing there looking at them. Both Bill and Fox clambered up off the floor and hurried outside, apologizing to General Pepper as they passed by.

"What am I going to do with those two?" said General Pepper laughingly. "I guess now's as good a time as any to begin. I sure am going to miss this place."

With a very heavy sigh General Pepper tightened his grip on the speech in his hands and walked outside. The doors opened and he walked into a barrage of camera flashes and applause.

As General Pepper walked up to the podium situated on the platform, he looked around him. Off to either side of him were the members of Star Fox as well as Bill. In front of him sitting in front of the podium were all the military officials and distinguished guests. Among them sitting in the front row was his family. Behind all these people were news reporters and cameras from all across the Lylat system so that everyone could watch General Pepper's retirement ceremony. When the applause began to finally die down, he began to speak.

"Hello, welcome, and thank you all for attending. It does my old heart good to see so many people gathered for such a small thing as my retirement. I've devoted my entire life to protecting the Lylat System. That's why it is so very hard for me to leave. I've guided this system through the most disastrous disasters it's ever seen. Of course I couldn't do it alone. A wise man once said that 'a leader is only as good as the people he leads,' and I truly believe that. The citizens of this system have always given me their full support and confidence, and I've throughout my career had the privilege of working with the finest soldiers I've ever seen. I've treated each and every one of them like a son or daughter, and they in turn have treated me like a father. I've been there for the good times as well as the bad not because I had to, but because I wanted to. I think that's what I'm going to miss the most."

General Pepper stopped after that last statement. His feelings were beginning to overwhelm him and he couldn't hold back a tear that now ran down his cheek. Nobody in the audience noticed this though. They used this break in the ceremony to stand up and applaud General Pepper's speech so far. General Pepper was overjoyed to hear so much applause. When the applause began to slow down, he continued.

"I had always intended on staying with the Cornerian Army until my death. The recent Aparoid Invasion though has opened my mind to one important fact that I've denied for quite some time now. Out of all the countless perils and enemies I've faced and beaten over the years, there is one that I can never beat; and that is age. As much as I hate to say it, I am getting up there in years. It's time for me to start thinking about myself. I can't even remember the last time I took a vacation. All of this has been long overdue. Heck, if it wasn't for the combined efforts of both Star Fox and Star Wolf, I wouldn't even be standing here to give this speech. Now I know many of you may not have liked the fact that I was thanking Star Wolf, but like it or not we all owe them a debt of gratitude. Without their help we would've never defeated the Aparoids. Though we still do not know if any members of Star Wolf survived, we owe them nonetheless."

Another applause broke out. This one was unexpected since General Pepper had been on the verge of continuing when the applause started. Though not as great as last time, both General Pepper and Star Fox were surprised by the outburst for team Star Wolf. When all the commotion died down, General Pepper finished up his speech.

"Well that's enough of listening to an old man speak. I know that ever since I've announced my retirement there's been a certain question circling around, and that is who my replacement will be. This wasn't an easy thing to figure out because I've always inspired my men to live up to their full potential, and they have. The person I've picked though I know will do his best to fill my shoes. Now allow me to introduce your new commander-in-chief, Bill."

With that Bill stood up and walked over to the podium where General Pepper was standing. Everyone in the audience was applauding and shouting out various congratulations. Fox was completely stunned, and his face showed it. Bill smiled when he walked past Fox and saw his expression. When Bill reached the podium, he shook General Pepper's hand and then turned to the audience.

"Thank you General Pepper. This is a great honor. I want you all to know that I will do my best as commander-in-chief of the Cornerian Army, and one day I hope to earn the respect and gratitude that you all have for General Pepper. The Lylat System never fell while General Pepper was in charge, and I promise you all here today that the system will never fall while I'm in charge."

With that promise Bill turned to General Pepper, saluted, and then returned to his seat. The audience once again erupted into applause. When Bill was seated and the audience calmed down, General Pepper turned back toward the audience and started speaking again.

"Now there's one last group of people that I, as well as all of us, need to thank; and that is Star Fox. We all owe a great debt of gratitude to the Star Fox team, both original and recent teams. While I kept the system together, Star Fox always went in at great risk to themselves to solve the problem. The original Star Fox team was led by James McCloud, and without going into too much detail, he gave his life protecting the Lylat System. His son Fox has since led the team into victory over and over again. Without their help, I wouldn't even be here let alone be the great man I am today. Chances are, none of us would even be here. Now because of all the damage the Aparoids caused, we have been unable to compensate Star Fox for their help. With the help of their ex-senior member Peppy though, I believe that we have come up with the perfect payment."

General Pepper stopped talking and turned and looked up into the sky. Not understanding, everybody turned and looked up at where General Pepper was looking. Peppy just sat there looking at the other members of Star Fox. He knew what everyone was going to see, so he wanted to see the looks on all of their faces when they saw it.

Everyone continued to look, but they could see nothing. Then, in the clear blue sky, a dark speck appeared. The speck was moving, and it was coming toward them. The speck got bigger and bigger as it approached. Pretty soon the speck turned into the familiar outline of a spaceship. Once the ship was close enough to be seen in its entirety, everyone, especially the members of Star Fox, were awestruck.

The ship looked exactly like the Great Fox. Everyone knew that it was impossible since the original Great Fox had been completely obliterated, so this obviously had to be a replica. Every part of the ship down to the last detail matched the original Great Fox exactly. There were only two differences. The first was that on each of the wing tips was a laser cannon, which was obviously there to add to the ship's arsenal. The second was that on each side of the ship was written in big bold letters _Great Fox 2_.

"This is Rob." came Rob's voice over the speaker systems. "All systems functioning."

"So that's where Rob's been hiding the last few weeks." said Slippy.

"It's beautiful." Krystal said in a daze.

"All right! Star fox's back in business!" Falco shouted in enthusiasm.

"But. . .but how is all this possible?" asked Fox.

"Well you have Peppy to thank." said General Pepper. "This was his idea."

"Just think of it as my retirement present to you guys." said Peppy. "Hell, it's only right since I'm the one who blew up the original."

"But General Pepper, you shouldn't be doing this for us." said Fox. "You should've been concentrating on rebuilding the fleet."

"Don't worry about it. It's not like we dropped everything just to build this ship. Our fleet will be back up and running on schedule. Besides, we need you guys up there protecting us while we are so vulnerable."

"Peppy, General Pepper, thanks."


	2. Chapter 2

It'd been a week since both General Pepper and Peppy retired and Bill was sworn in as the new commander-in-chief of the Cornerian Army. Ever since the end of the war with the Aparoids, things had been quite in the system. This was probably because everyone was too busy rebuilding their lives. Even though Star Fox now had a ship again, they had nothing to do. It was like they were on an extended vacation.

The Great Fox 2, which everyone just referred to as Great Fox to avoid confusion, was currently flying through Sector X. After the war with Andross, the remains of Andross's secret base were removed and the Cornerian Army built their own space station there. It was the perfect place to have a space station since it could monitor all activity and resupply all ships in that section of the system.

Not only was it a space station, but it was also a shipyard. Currently the majority of the Cornerian Fleet is being rebuilt there. It had luckily avoided destruction during the Aparoid Invasion. This was fortunate since the facility had repaired many vessels damaged during the invasion.

Star Fox had stopped here briefly to stock up on supplies and other things they would need. After all, since they were a mercenary force they could be called into action at any time without having the luxury of stopping someplace to restock. Once they had gotten the stuff they needed, they left the space station and continued onward.

Rob was in the bridge piloting the Great Fox. Everybody else was off doing their own thing. Slippy was down in the hangar bay making some adjustments to the Arwings and Landmasters. Falco meanwhile was in the recreation room playing on the flight simulator. He figured that if he couldn't shoot down enemies in real life, then he'd do it on the simulator.

Fox was walking down the hallway on deck three. He had been surveying the ship from front to back. Every detail was exactly the same. There were only a few differences, besides the apparent ones he had seen the day General Pepper presented it to them, that Fox had found. The engines, weapons, and shields were all much more powerful than those on the original Great Fox, the sensors were far more advanced, and the hull was made out of some new metallic alloy that was stronger and more resilient than any other metal out there.

As Fox was rounding a corner in the hallway, he almost smashed right into Krystal. Luckily they had seen each other in the nick of time and stopped short. Both of them just smiled and let out a little laugh at what had almost happened.

"I've got to be more careful." Fox laughed. "The same thing happened to Bill and I back on Corneria, only we actually did hit each other."

"Well maybe you just need to relax a bit." Krystal commented. "I can tell that ever since Pepper's retirement you've been acting like you've been carrying a heavy burden."

"Yeah, maybe you're right. I have felt a little tense lately. I need something to take my mind off of recent events."

"Well Falco's up in the rec room playing on the simulator. I'm sure he'd much rather vs. another person than the computer."

"It's just not the same as the real thing though."

"Well what are you doing now?"

"Just examining the ship. This was the greatest present Peppy could have ever given us."

"Yeah, it is pretty impressive. I mean, our weapons are the most powerful in the system, our engines can take us places faster than the warp gate, and even though we haven't used them yet, our shields are the strongest yet created. Not only that, but this ship was made with that new metallic alloy. I still can't believe we got all this state-of-the-art equipment for free."

"It won't be long before every ship in the Cornerian Fleet is equipped with this stuff though. The ships that are being built back in Sector X are being equipped with the same stuff and their hulls are being made out of the same metal. Right now the Great Fox is unique, but in a few months it'll just be ordinary. Hey, why are you roaming around the ship?"

"Well actually, I was looking for you. There's something I've been meaning to ask you ever since the retirement ceremony."

"Alert, alert!" Rob's voice boomed over the ship's comm system. "Incoming priority message from Bill."

"Looks like you'll have to ask me later. Come on, let's go."

"Dammit!" Krystal silently cursed. "Every time I'm about to make my move something has to interrupt us."

Krystal quickly hurried up down the hallway and toward the bridge. Within minutes every member of Star Fox was in the bridge awaiting Bill's message. Rob pressed a button on the communications console and a hologram of Bill's head appeared.

"Whoa, so this is what it's like." said Bill. "No wonder General Pepper always liked contacting you guys."

"Bill, what's the problem?" asked Fox.

"Oh, right. Well it seems that we've lost contact with several of our defense satellites in orbit around Venom. Whether they were destroyed or have malfunctioned in some way has yet to be proven. Our forces are spread to thin for me to send anyone out there. I'd like you guys to check it out, and if the satellites were destroyed I want you to be careful. The ones responsible could still be there."

"Don't worry Bill. This is the kind of stuff Star Fox lives for. We'll contact you as soon as we find out what happened."

Bill's head nodded in acknowledgment and vanished. Rob inputted the coordinates for Venom and engaged the new warp engines. Within only a matter of minutes they would be at Venom, so everyone just pulled out a seat and sat down. Each and every one of them was wondering what was going on, and the thought that the Lylat System was under attack was number one on all their minds.

"Rob, make sure you take us out of warp before we reach Venom." said Fox. "If the satellites were destroyed and the ones responsible are still there, then I want us to be able to see them before they see us. Besides, this will be the perfect opportunity to check out our new sensor systems."

"Affirmative. Approaching Venom now. Coming out of warp."

Everyone looked out through the viewport as the streaking lights of distant stars returned to glowing dots; signaling that they were coming out of warp. Once they were fully out of warp, they saw the planet Venom looming before them. They were far enough away so that anyone in orbit around Venom could not detect them on their sensors, but they were close enough so that their new sensors could detect them, or so the operating manual stated. Their sensors had still yet to be tested to their full capacity.

They didn't need the sensors to determine what happened to the defense satellites though. Through the viewport they could see hundreds of ships in orbit around Venom. They were too far away to determine what kind of ships they were or even what they fully looked like, but there was no mistaking it. Fox, Falco, Slippy, and Krystal all just stood up and looked out the viewport stunned, unable to figure out how an armada of this size could have entered the Lylat System undetected.

While they stared out the viewport, Rob activated the sensors and began narrowing in on the ships. The computer determined that there were three different ship classes out there: battle cruisers, starfighters, and transport ships. Rob now narrowed in on the battle cruisers and began downloading their designs into the main computer. As he did this, Fox and the others walked over to see the ship's design.

The battle cruisers were long skinny ships. Only the bridge in the front and the engines in the back made these ships look like something more than just narrow rectangles floating in space. The bridge was a long, vertical rectangle that had a pair of laser cannons on each side. As for the engines, there were eleven in all. They were arranged in three rows with the first and last row having four engines and the middle having three.

By just the engines alone everyone knew these ships were designed for high speeds. They were also able to tell that these ships were designed to dish out a lot of punishment. In addition to the pairs of laser cannons on the sides of the bridge, there were at least a dozen more laser cannons attached to each side of the ship.

These ships were definitely new to Star Fox, but what was even newer was the way they were designed to fight. Every enemy Star Fox ever faced had their weapons on the front of their ships, never the sides. This now meant that these alien vessels had a clear advantage over both Star Fox and the Cornerian Army since they could attack the sides of the ships and receive no damage whatsoever.

When the battle cruiser designs were downloaded into the main computer, Rob switched views from the battle cruisers to the starfighters. As soon as the starfighters came into view, everyone gasped. Except for a few design changes, the enemy starfighters looked exactly like Arwings. They resembled more the original Arwings though than the newer versions that Star Fox was flying now.

"How can this be?" asked Krystal. "Our Arwing designs are top secret, aren't they?"

"Of course they are." stated Slippy definitively. "I haven't even shared these designs with my father."

"They look like the old Arwings though, the ones the original Star Fox team flew." said Fox.

"We'll you're definitely correct there. They are based on the old Arwings, but I can't figure out how they were able to build them or even how they figured out so much about them to add their own modifications."

"Another vessel entering orbit." said Rob. "This one is different. It is being escorted by more battle cruisers. I believe it's the enemy flagship."

Everyone looked back down at the sensor screen as Rob pulled up an enlarged picture of the new ship. Once it appeared, everyone let out another gasp, but this one was more powerful and was followed by a shocked look on all their faces. The new ship resembled the Great Fox, the original one, exactly.

"Whoa, whoa, whoa." said Falco. "Something is definitely wrong here, and I don't like it. Them having Arwings is weird enough, but them having the Great Fox also is just too much. I think we should just get out of here, tell Bill what we've seen, and then strike at them with the whole might of the Cornerian Fleet."

"Agreed." said Fox. "Rob, start making the preparations for our jump to war-"

"Hold on a second." said Krystal. "I sense something, something powerful. I've never felt anything like this before, but for some strange reason it seems familiar somehow. I think it may be coming from Venom. Ahhh!"

"Krystal, what's wrong!" Fox exclaimed worriedly as Krystal grabbed her head in her hands and began staggering across the bridge..

"Whatever. . .this power is. . .it's trying. . .to enter my. . .mind. It's. . .too. . .powerful. I can't. . .resist it. . .any. . .longer. Ahhhhhhhhhhhh!"

"Krystal!"

Krystal let go of her head and collapsed onto the floor. Everyone immediately rushed over. Fox quickly felt for a pulse. He let out a sigh of relief when he felt one, but it didn't do anything to lesson his worry. All he knew right now, or anyone for that matter, was that something had attacked Krystal and she was now in a coma.

"What the hell just happened?" yelled Falco.

"I. . .I don't know." said Slippy.

"Alert, alert." said Rob. "Enemy starfighters are being launched. Enemy ships are approaching. Five minutes before they intercept us."

"Fox, what are we going to do? Fox?"

"Hey man, snap out of it!" said Falco as he waved his hand in front of Fox's face.

"Um, Rob, full reverse. Get us the hell out of here. Also send a priority message to Bill. Tell him about the fleet and request reinforcements."

"Unable to comply. There are communication jammers in orbit around Venom. Without the correct frequency communication is impossible."

"Damn, what else can go wrong!" cursed Falco.

"I don't think we want to stick around to find out." said Fox. "Rob, set a course for Macbeth. We'll be leading the enemy there, but at least they'll have us as some sort of warning rather than a surprise attack. Falco, you and I will get in our Arwings and take the fight to them. Slippy, get Krystal to the medical bay and then come out and join us. Let's move it people.

Rob made the necessary adjustments and the Great Fox headed toward Macbeth at full speed. Both Fox and Falco wasted no time in getting to their Arwings and launching before the first of the enemy ships reached them. They quickly destroyed the four lead fighters that had caught up to the Great Fox and then just stopped. They didn't want to get too far away from the Great Fox.

"Remember Falco, they may be using outdated Arwings, but that still doesn't make them any less lethal."

"Don't worry about me. You just make sure you keep your head in the game. I don't feel like having to save you when I have a hundred fighters on my tail."

"How about we stop bickering amongst ourselves and save the fighting for the enemy?" said Slippy just as he launched his Arwing. "Here they come."

The three of them looked at the enemy fleet chasing them. There were five battle cruisers and several hundred starfighters. Fox, Falco, and Slippy just stayed near the back of the Great Fox. They knew they had no chance up against that many ships, especially when they didn't know what surprises they had in store. They decided to just let the enemy come to them and hope that reinforcements from Macbeth would show up shortly.

When the enemy starfighters got close enough, they went to attack speed and engaged Fox, Falco, and Slippy. The three of them split up so as not to have the entire fleet following all three of them. Seven of the enemy fighters immediately began following Slippy. Fox and Falco were in no position to help, so he began zigzagging and barrel rolling around the Great Fox. He worried that one of them might crash into the Great Fox, but he figured that the shields should hold.

Fox barrel rolled as the fighter chasing him shot his lasers. The lasers bounced off harmlessly and Fox did a somersault. He came up right behind the stunned pilot and fired, destroying the enemy ship. Fox didn't have time to relax though. Three more fighters appeared and began attacking Fox from all sides. Fox pulled up and down and turned left and right just to avoid all the lasers being shot at him.

Falco saw the fighters swarming fox and boosted toward him. He came with lasers blasting and destroyed all three ships, as well as saying the usual 'you owe me' over the comm. Fox let out a sigh, but it was shot lived as he once again had to dodge lasers, this time bigger ones. The five battle cruisers were finally in attack range and they were firing their forward cannons at the Great Fox. So far the rear shields of the Great Fox were holding out, but Fox didn't want to think about how long it would be before they failed.

Falco saw this also and turned to face the battle cruisers. He then boosted toward them at full speed. Fox saw this and questioned Falco, but he gave no reply. As far as Fox could tell, he was on a suicide dive toward the cruisers. Falco was pushing his engines to the limits, so he kept taking a peek at his monitors to make sure they didn't burnout. That was the last thing he could afford right now.

Enemy starfighters were now beginning to swarm all over Falco. They obviously didn't want any harm to come to their battle cruisers. With Falco's engines pushed to the limit though, the starfighters could not catch up. By the time Falco got close to the battle cruisers, he had somewhere between fifteen to twenty starfighters chasing him.

Falco eased up on the engines a bit to prevent a total burnout and flew right between two of the battle cruisers. The battle cruisers didn't fire their side weapons only because they didn't want to accidently hit each other. When Falco reached the end of the battle cruisers he quickly did a u-turn and fired a smart bomb. The smart bomb detonated between the two battle cruisers taking out all the starfighters chasing him and damaging five engines each on the battle cruisers.

That maneuver slowed the two battle cruisers down a bit, but even with five out of their eleven engines gone they were still pretty speedy. Falco cursed that he didn't do more damage and started making his way back toward the others. His engines were somewhat damaged by that move so he could no longer boost. He had no choice but to regroup with the others at normal speed.

Fox took out two more starfighters and saw the brilliant flash that was Falco's smart bomb. A smile crept over his face when he realized exactly what Falco had done. In his distraction though, one of the starfighters flew in from above and fired. Fox's Arwing shook as the shields tried to absorb the damage. Fox fought for control, but one last shake knocked the Arwing out of control. When Fox finally regained control he looked over and saw that his right wing had been blasted away.

Fox knew that he had no chance of surviving with a busted Arwing and the enemy literally swarming all over the place. His only hope was to go back and dock with the Great Fox, hop into Krystal's Arwing, and rejoin the battle. Fox turned his Arwing to face the Great Fox and boosted. The starfighter that had blasted Fox's wing off though, wasn't going to let him get away that easily. He gave chase, and so did a few others.

Fox swerved his ship as best he could under the circumstances, but he knew that his shields wouldn't last forever. All of a sudden, a bunch of alarms went off inside Fox's cockpit. Fox had been locked onto by one of the starfighters. Fox's only chance of survival was to eject and hope that he wouldn't be blasted while floating in space.

As Fox reached for the ejection lever, a bunch of laser shots flew over Fox's ship and destroyed the ships chasing him. Fox looked up and saw Slippy. Slippy had managed to destroy five of the seven ships that were chasing him, but the last two were very persistent and closing in on him. Fox decided to return the favor and began maneuvering his Arwing to target the two starfighters chasing Slippy.

Before Fox was halfway through his turn though, dozens of lasers streaked past obliterating those two starfighters as well as several others that were close by. Fox looked down at his scanner and saw there were over a dozen new targets. Fox looked back up and saw that those new targets were Cornerian starfighters as they flew past his Arwing.

While the Cornerian starfighters engaged the enemy, Fox turned his ship around again and headed back toward the Great Fox. As he did he saw the planet Macbeth looming in front of him. As Fox flew away from the engagement zone, his control panel started beeping indicating that there was an incoming message.

"This is Fox. What is it?"

"Incoming message from Macbeth." stated Rob.

"Patch it through."

"This is Commander Rex, the person in charge of the Macbeth supply base and starfighter shipyards."

"It's good to hear your voice commander. As you can see we've got our hands full up here."

"Yes, I know. That is why I am ordering you and the rest of Star Fox to head to Sector X."

"What! But you've got to be kidding. No offense, but you guys don't have enough ships our defenses to protect yourselves from a fleet of this size. You're only hope is if we stay and fight with you."

"I appreciate your offer, but your pilots are weary and your ships damaged. You must head to Sector X and warn Corneria."

"But can't you guys send a message for reinforcements?"

"No, we lost communications a few days ago. Now that I see this fleet I am convinced it was sabotage. Now get going. Don't worry about us. We're already evacuating the bases. We'll meet you guys at Sector X shortly. Commander Rex over and out."

"Dammit! Slippy, Falco, head back to the Great Fox. We're moving out."

"You want us to leave!" yelled Falco. "But what about Macbeth?"

"You have your orders Falco. We're retreating to Sector X."


	3. Chapter 3

A big, pure white, polar bear in a full military uniform was walking down the hallway of the still being constructed palace. Medals all over his uniform revealed that he was a high ranked official. The only thing though, was that he was not a Cornerian soldier. His uniform was pure black, which only made his medals shine all the brighter, and he wore a black beret tilted to the side of his head.

Through the windows the dreary and poisonous look of Venom's atmosphere was the only change in scenery from the endless stream of barren landscape. The palace through which he was walking through was only half finished. Soon after the palace was finished, more structures were to be created.

The polar bear stopped at the end of the hallway in front of two giant doors. On either side of the doors were wolverines standing guard. The wolverines opened the door and the polar bear walked inside into the throne room. The throne room was expansive, but like everything else still incomplete. At the end of the room were stairs that led up to the throne itself.

There was someone sitting in the throne, but because the throne was in shadow all the polar bear could see were a pair of cold, piercing eyes. The polar bear walked forward and stopped in front of the stairs. He then lowered his head and bowed.

"Your eminence," he said, "we have driven off the intruders and have also destroyed the Cornerian base on Macbeth. Unfortunately, we had expected to destroy the intruders before they got to Macbeth, so we sent only a small force to accomplish the task. Though they emerged victorious, they also suffered heavy casualties."

"How heavy?" came the deep and demanding voice from the person sitting in the throne."

"We lost two cruisers, another is heavily damaged, and the remaining two suffered varying degrees of damage which can be repaired rather quickly. We also lost several hundred starfighters."

"What of the ship that spotted us? Was that destroyed along with the base on Macbeth?"

"I regret to inform you that the ship escaped. As soon as Cornerian ships from Macbeth started arriving, the ship broke off its course and escaped. We believe that it headed for the secret base located in Sector X. My sincerest apologies for failing you my lord."

"It is okay. In fact it is actually a good thing the ship escaped. There is something on board that ship that I want, but I'll explain that at a later time. Now that we've been discovered, we need to act before they can fully grasp what is happening around them."

"The troops are yours to command my liege. What are your orders?"

"We still need some time before we can launch the full invasion of the Lylat System, but for right now we can weaken their position and prevent them from counterattacking. Macbeth is gone and that's a good start, but it's not good enough. We need to strike at their base in Sector X. Without it they will have no bases on this side of the system and nowhere to launch an attack on us from. Once Sector X is gone, we will have the time to prepare the invasion."

"It shall be done."

"I'm counting on it. Don't disappoint me admiral."

* * *

The Sector X space station was all a buzz with worry and anticipation after the arrival of the Great Fox. Cornerian soldiers dressed in full body armor and armed to the teeth were patrolling the corridors of both the space station and the shipyards. Shields were activated and laser cannons were being put on standby. 

The officials in charge knew that an attack was coming, just not when though. That is why as soon as the Great Fox arrived with news that the Lylat System had been invaded they put both the space station and shipyards on full alert and called a special meeting with the members of Star Fox. Fox and Falco headed off to the meeting while Slippy stayed behind to repair the Arwings.

"What exactly is this new enemy composed of?" asked Commander Joshua, the avian in charge of the shipyards.

"To tell you the truth we really don't know." said Fox apologetically. "We don't know who they are, but we do know that they have a fleet the size of at least five times the size of Andross's fleet at the height of his power."

"Whoa, that's big."

"Well what are their ships like then?" asked General Matthews, the hedgehog in charge of the space station.

"I'll tell you what their ships are like!" answered Falco irritably. "They copied our ships."

"What Falco is trying to say is that their starfighters match the designs of the original Arwing models."

"What! But isn't that impossible? You guys haven't even shared your Arwing designs with the Cornerian Fleet."

"Wait, there's more. Their flagship, or what we believe to be their flagship, resembles the original Great Fox exactly."

"Well wait a second; if all their ships are based on the original designs and all the ships you have now are more advanced, then shouldn't they be no match for you guys."

"We don't know. We have no idea what kind of modifications they could've made."

"What other ships do they have though?" asked Commander Joshua. "So far all you've mentioned are starfighters and one capital ship. Now unless they have tens of millions of starfighters, that can't be all the ships of a fleet that is five times bigger than Andross's."

"No, they have others." replied Falco smugly. "The rest of their capital ships are what we believe to be cruiser class ships. Their defenses don't seem to be that great, but their firepower and speed are unlike anything I've seen before."

"But if their defenses aren't that great, we can just blast their ships to smithereens before they even get close to our ships."

"Wrong! When I said that these things are fast; I meant it. When we started to retreat toward Macbeth we had a sizable lead on them. Let me tell you. Those cruisers were gaining on us fast. If Macbeth had been even a little farther away then they would have definitely caught up."

"But with the Great Fox's new shields," said General Matthews, "you should've had nothing to worry about."

"That's where the biggest problem lies." said Fox. "These cruisers attack in a way, well, that I've never seen before. Yes, they do have two turrets alongside their bridge that point forward, but that's not it. The majority of their laser turrets are located on the sides of the ship. Obviously these ships were meant to use their incredible speed to get alongside a ship and then blast it to hell. None of the ships in the Cornerian Fleet, the Great Fox included, has any lasers along its sides, so we are at a clear disadvantage."

"Great, that's just great." Commander Joshua said sarcastically. "What the hell are we to do know?"

"Get ready for the fight of your lives." replied Falco as he rolled his eyes and crossed his arms. "We all know that us finding them was not part of their plan. This means that we've thrown their entire plan into disarray and that they're going to be acting sooner than they normally would have. Now I'm sure Macbeth has fallen since this new enemy could call for reinforcements and get them rather quickly. That means that this base will be the next target."

"That's impossible." General Matthews laughed. "This is a hidden installation. There's no way that some enemy from possibly outside the system will know we're here."

"No, Falco's right." said Fox. "They've apparently done their homework before even entering the system. I have no doubts that they know where every military installation is located; including this one."

"So what should we do? Should we call for reinforcements?"

"No, there isn't any time. For all we know the enemy is already on its way. We're just going to have to use what we've got here. Commander Joshua, what's the status of the ships at the shipyards?"

"We have five of the brand new ships for the fleet about three-quarters of the way done in their construction, another three that are still in the beginning phases, and two of the older ships that were so heavily damaged during the Aparoid Invasion that their scheduled for scrap."

"Okay, here's the plan. Put a skeleton crew on each of the five ships which are almost completed and send them to Corneria. By doing this we ensure that the ships survive and that they can be completed at the Cornerian shipyards."

"Also, we're going to need to put people inside the two older ships." stated Falco.

"You're crazy!" shouted Commander Joshua. "Those two ships are hunks of junk. They'll never be able to fly let alone perform the battle maneuvers that will be required."

"We don't need the ships to fly. All we need is the weapons. Also, if the three ships that are still in the beginning phases have any working weapons equipped to them, then we can use them as well."

"Is this really all that we can do to prepare ourselves?" asked General Matthews; more to himself then the others in the room.

"General Matthews! Commander Joshua!" shouted a soldier as he burst into the room. "We're picking up signals on our long range scanners. They don't match any known Cornerian configuration. ETA is twenty minutes."

"Damn! I was hoping we'd have more time. Commander Joshua, get crews on those five ships and send them to Corneria immediately. I want them gone within ten minutes. We can't afford to lose them. I'll meanwhile get the troops ready for the attack. Fox, Falco, you know what to do."

"We won't let you down sir." said Fox.

"We'll fight to the bitter end if we have to." said Falco.

"Let's just hope that it doesn't come to that." said Commander Joshua as they all ran out of the room.

Within fifteen minutes both the space station and shipyards were ready for the attack. The five new ships were already on their way to Corneria, and the three just started ships and the two decrepit ships were manned and ready to fire what few weapons they had on them. All laser cannons were charged and ready to fire. The shields were set to full power and all remaining power was now being evenly distributed to the weapons and shields.

The Great Fox was positioned between where the enemy forces would appear and the space station as well as two other Cornerian battleships. These two ships were always stationed at the space station for just this sort of emergency. Dispersed throughout the rest of the empty space were hundreds of Cornerian starfighters and Fox's, Falco's, and Slippy's Arwings.

Tensions were high among everyone. The Cornerian troops were worried seeing as how just two months after the Aparoid Invasion they were being thrust back into battle and with an enemy that was supposedly stronger. Star Fox was worried because they had already faced this enemy and seen how big of a force they had. Everyone just watched their scanners as numerous ships just got closer and closer.

Within a matter of minutes the first of the enemy ships could be seen. The first ship that they all saw, which dealt a heavy blow to their morale, was the enemy flagship. Seeing a ship that resembled the Great Fox on the enemy' s side was just distressing. Their morale just kept going down more and more as the enemy fleet before them grew.

In the end there were 30 cruisers, the flagship, and somewhere close to a thousand starfighters. For right now they were just floating there. They had yet to make any hostile action, so everyone just stayed put to see what would happen.

As they waited there Falco examined their formation. It didn't resemble any formation he had seen before, but somehow they had formed a tightly knit net with their ships. The 30 cruisers were arranged in ten rows of three with no more than 50 feet in between them. The flagship was centered out in front of this group with about two hundred of the starfighters surrounding it. The rest of the starfighters were scattered between the cruisers.

"This is Admiral Seth of the Triumvirate Fleet." a voice crackled over the comm. "I wish to speak to whomever is in charge here. If you value your troop's lives, then you will disarm your weapons and surrender immediately."

"This is Fox McCloud of Star Fox," he replied confidently, "and we will never surrender. We will protect the Lylat System from all who wish to do harm."

"Fox McCloud of Star Fox! Where is James McCloud? I was expecting him to lead Star Fox into battle against us."

"My Father! How do you know my father?"

"So you are the son of the famous James McCloud. You're just as stubborn as him."

"Answer me! How do you know my father?"

"Forget this turkey Fox." Falco said. "He's just trying to psych you out. Stories about your dad can be found all over the Lylat System. He knows damn well that your father is dead and that you are his son. Don't let him get to you man."

"James McCloud is dead." said Admiral Seth aghast. "That is unfortunate to hear indeed. He was a great warrior and widely respected. If you don't feel like meeting him in the afterlife, then I suggest you surrender now. Then again, maybe you do want to visit dear old dad."

"That's enough!" shouted Fox. "I told you before that we will not surrender. We will fight to the last man if need be. It is you who will be going to the afterlife. Attack!"

Fox's Arwing shot forward at full speed. Falco, Slippy, and all the other Cornerian starfighters followed after him. The two battleships stayed near the space station. They didn't remain silent though. They charged up their forward weapon arrays and fired into the Triumvirate Fleet. The space station and shipyards fired there weapons as well.

As Fox drew close to the Triumvirate Fleet he went into a continuous barrel roll to deflect the incoming enemy fire. As Fox continued his barrel roll he shot his lasers while swerving from side-to-side into the enemy fleet. Those ships that weren't destroyed were forced to scatter due to the extreme recklessness in front of them. The answer to Fox's behavior was easy though. Fox was just plain pissed.

By causing the enemy starfighters to scatter, Fox created an opening that the Cornerian starfighters quickly took advantage of. All the starfighters that were forced to scatter were quickly tailed by either Falco, Slippy, or a Cornerian pilot and blasted into space dust. Their advantage soon dissipated though, and the Cornerian forces were once again face to face with more than double their forces.

Fox didn't stay back with the others though. He used the hole that he had created in their net to blast through their lines and target their flagship, which was now slowly retreating behind the Triumvirate Cruisers. Fox knew that Admiral Seth was on that ship, and he was going to shoot it down and end Seth's life.

Fox checked his smart bomb inventory and saw that he had only three of them. If he was going to shoot down the flagship alone, then he was going to have to make those shots count. Luckily for him, since their flagship was a replica of the Great Fox he knew exactly where to hit them to cripple the ship. All he had to do now was get past the 30 Triumvirate Cruisers.

Fox checked his scanners and saw that there were no enemy starfighters anywhere near him. He didn't have to look far to find them though. Fox looked behind him and saw that every single Triumvirate starfighter was engaged with the Cornerian Fleet. By the looks of it, neither the battleships or the space station had suffered any damage. The starfighters were a different story though. Fox estimated that at least half of the Cornerian starfighters had been destroyed.

Fox now looked to see what kind of damage had been done to the Triumvirate fighters. He didn't like what he saw. Where half the Cornerian starfighters had been destroyed, only one-fourth, maybe less, of the Triumvirate starfighters were gone. Fox cursed and then faced forward again. He figured that if he could take out the enemy flagship, then maybe this battle would be over.

Fox's eyes grew wide with disbelief and his heart sank into the pits of his stomach when he faced forward. The Triumvirate flagship was gone, or at least hidden from view. In its place the 30 cruisers had formed a wall. Each ship had positioned itself sideways so that their main weapons were facing the direction of the space station. The ships were so close together that Fox couldn't see any space in between them. It just looked like one giant wall of laser turrets.

The wall of ships now glowed as every laser turret started charging up their lasers. Fox's eyes grew even wider as he realized what was about to happen. He switched on his comm to warn the fleet, but it was too late. The Triumvirate Cruisers unleashed their monstrous payload and Fox was forced to go into an extreme nosedive. The only thing that escaped Fox's mouth before the pressure of the nosedive drove him back in his seat was a loud curse.

Falco blasted the two fighters in front of him and then did a loop to get behind another fighter that was chasing him. The fighter pilot was caught unawares and Falco easily picked him off. Falco started searching the battlefield for his next target when he heard the comm channel open. He waited for whoever opened the comm to speak, but there was nothing but silence. After waiting a few seconds, a loud curse came over the comm. Falco recognized the voice as Fox's.

Falco began searching frantically for Fox's Arwing. As he turned in the direction where he knew Fox had gone, his eyes grew wide with fear. Seeing 360 lasers all at full power charging straight at them just stunned Falco. He didn't know what to do. He was like a deer caught in headlights. As the lasers grew closer Falco regained his senses and pulled his Arwing up. As he did he opened his own comm channel.

"All Cornerian ships," he shouted as quickly as possible, "scatter! I repeat; scatter! Get the hell away from the engagement zone!"

Slippy didn't even wonder why Falco was saying this. He knew that if Falco was telling everyone to scatter, then something really bad was about to happen. He just threw his Arwing into a nosedive and stayed that way. The other Cornerian ships weren't as compliant. Most of them started looking around to figure out why Falco had said that. For most of them it was also too late by the time they reacted.

The 360 lasers just plowed through the engagement area. Almost three-fourths of the remaining starfighters were wiped out in an instant. As for the Triumvirate starfighters, very few of them were destroyed. The majority of the ships got out of the way just as the lasers approached. Those that were destroyed died because they were too stubborn to stop chasing their prey.

The remaining lasers continued their approach toward the space station. The Great Fox and the two Cornerian battleships tried to run interference, but their shields were quickly brought down forcing them to get away from the assault. The Great Fox ended up taking minor damage along the bottom of its hull, but the two battleships took a lot of damage crippling many of their systems.

The lasers now reached their mark, the space station and shipyards. The force of the attack overloaded and destroyed their shield generators and the remaining lasers punched holes into the structures. Both structures were now leaking out air, equipment, and more importantly, soldiers. Half the laser cannons on both structures were also taken out of commission.

When Fox came out of his nosedive he immediately looked toward the space station. Fox went into a state of shock as he saw the carnage before him. Debris, equipment, and soldiers now littered the space around the space station. Fox watched as the now superiorly numbered Triumvirate fighters picked off the few remaining Cornerian fighters.

As he continued to watch many large shapes appeared overhead. The 30 Triumvirate Cruisers had now broken their "wall" formation and were heading full speed toward the space station. Their forward laser cannons were firing continually to finish off the Cornerian forces. Fox looked back at the now distant Triumvirate flagship and knew that the battle had been lost.

He knew that preparations had already been made at both the space station and shipyards for an evacuation, so they would be able to evacuate in a matter of minutes. The Great Fox and the Cornerian battleships could go to warp all the way back to Corneria, but the Arwings and starfighters couldn't. They could only warp a short distance away; just enough so they could escape the battle.

Fox now started typing instructions into his computer console. He wanted the space station and shipyards to evacuate and head to section 5 of Sector X. The starfighters, Arwings, the Great Fox, and the battleships would follow. Fox knew there wasn't enough time to dock all the remaining fighters into the battleships, so this was the only option.

When he finished typing he shot his Arwing forward. All 30 cruisers were in front of him, but Fox wasn't going to let all 30 cruisers make it. He armed his smart bombs and aimed his ship toward the three closest. He figured that if he could hit the middle engine of the middle row on each of them, then he could cripple all their engines and in turn their ships. He fired all three smart bombs, and, just like he figured, the three cruisers were now crippled.

Fox shot past them and inputted the coordinates of sector 5 into his computer for when he makes the warp jump. He then opened the comm channel and started transmitting the instructions he had written.

"All Cornerian forces," stated Fox, "I am sending you a set of coordinates. By now I'm sure that you've all realized that the battle has been lost. We have no choice but to retreat. Everyone is to head to these coordinates immediately. Good luck."


	4. Chapter 4

Bill sat back in his chair as he watched the video clips of the battle at Sector X. Fox, Falco, and Slippy were all standing behind Bill's desk in the back of his office. Krystal wasn't there because she was still in a coma thanks to her unknown assailant. Once Star Fox had landed on Corneria with the remnants of the forces from Sector X, she was immediately rushed to Corneria's finest hospital. It was killing Fox to know that one of his team members was in a hospital in serious condition and he couldn't do a damn thing about it.

The video clips now showed the laser attack from the Triumvirate cruisers' "wall" formation. Fox, Falco, and Slippy all stood there in silence as they watched those lasers once again streak through space to wipe out half the Cornerian forces and collide into the space station. They all lowered their heads in sorrow when they saw the lasers hit the space station and all the Cornerian soldiers started spilling out. It wasn't until they reached Corneria that they learned that Commander Joshua had been vaporized in the attack and General Matthews was one of the bodies that floated out into space.

The video ended with Fox's voice calling for an immediate retreat and all Cornerian ships fleeing the battle. The screen went blank and the lights in the office, which were off for the video, were turned on. Even though the video was over, Bill still sat in his chair with his back facing Star Fox. They didn't know what kind of reaction was on Bill's face, but they could hear heavy breathing coming from him.

After a minute of complete silence, Bill gave a huge sigh and turned around. The look on his face was the most serious Fox had ever seen. Fox knew that it was a bad sign because Bill was always a cheerful and humorous guy, even in the most extreme of circumstances. Even though Bill had turned around, he still wasn't looking at them. He just sat there looking down at his folded hands. At long last Bill looked up and addressed them.

"I can't believe this." he said. "I just can't believe this. It's barely two months after the greatest catastrophe to hit the Lylat System since Andross, and we've been invaded. I've been in command for only a week and already I've lost half the system to this Triumvirate. Maybe General Pepper should have chosen someone else to replace him."

"Don't talk like that Bill." stated Fox. "I can't think of anyone better to replace Pepper then you. You're an exceptional pilot, one hell of a soldier, and a brilliant commander. Don't you remember when Andross' army attacked Katina? You were right there commanding the defense of the outpost against overwhelming odds."

"Yeah, but if memory serves you guys came and saved our butts. If you guys didn't show up Katina would have been reduced to a smoking crater and I wouldn't be here right now."

"Hey, don't sell yourself short!" exclaimed Falco. "You had things well under control by the time we arrived. There's no doubt in my mind that you would've won even if we didn't show up. Now I'm the one saying this, so you know it has to be true. So get out of this self-brooding state you're in and tell us how we're going to kick some Triumvirate ass."

"You're right Falco. We've got a lot of work to do and not much time to do it in."

"What are your orders General?" asked Slippy.

"Please don't call me general." said Bill as he turned around to face a monitor displaying the Lylat System. "I'm still not used to that fact, so just keep calling me Bill."

"As you wish sir."

"Hmm. Now with our bases in both Macbeth and Sector X completely destroyed we've lost control of every planet from Solar on. That means Venom, Titania, Macbeth, Sector Z, Zoness, and Sector X are all under Triumvirate control. From Zoness they can launch an attack against the floating cities of Aquas. Attacking a planet with no enemy military installations on it would be cowardice on their part, but from a tactical standpoint they'd have a clear road to both Sector Y and Katina. On the other hand, if they launch from Sector X they'll have a clear road to Fortuna."

"But Bill," interrupted Fox, "don't we still have control of Sector Z though. Isn't that where the secret R&D lab is?"

"That installation was destroyed by the Aparoids. As of yet we haven't had the time to rebuild it since there were more important things to be concerned with."

"So we truly have lost half the system." stated Falco. "Boy is this going to be fun. If we're going to have any chance of winning this war we need to make sure that this half of the system stays under our control."

"Exactly! That's why I'm going to reinforce our bases on both Katina and Fortuna, and I'm going to send the 2nd and 3rd Fleets to Sector Y. The 1st Fleet and the remains of the 4th Fleet will stay here at Corneria. The Meteo asteroid belt could pose a problem, so I'll have our troops place sensors within the belt. With any luck we'll be able to spot even the smallest ship flying through Meteo. Your report stated that the Triumvirate Fleet is 5 times as large as Andross's, correct?"

"Unfortunately that's true." said Slippy.

"Yeah, but their pilots aren't that skilled." said Falco. The pilot's for Andross's fleet were a hell of a lot tougher than these guys, but hey, maybe we've just gotten better."

"They could also be sending out their weakest pilots and saving their best for last." said Fox.

"Well lets hope not." said Bill as he rubbed his chin. "We've already lost too many men. What's worse is that our finest soldiers and pilots were either killed during the Aparoid Invasion or have since retired. Three-fourths of the Cornerian Army is currently made up of raw recruits."

"You have to hand it to these guys." said Falco. "They picked the best time to invade the system, and they knew exactly where to hit us."

"Yes, but what do they want? That is the million dollar question."

"I think the answer is right under our noses." said Fox a little hesitantly. "We just need to look in the right place."

"What are you talking about?"

"This may just be a guess, but I think the Triumvirate attacked the Lylat System once before."

"What gives you that idea?"

"When their leader, Admiral Seth, was talking to us, he mentioned my father's name and how he expected him to lead the Cornerian forces into battle. He talked like he had met and fought my father once before. It could've just been a ruse to throw us off our game, but it's at least something we should look into."

"If that is so, then General Pepper and Peppy should know these guys."

"That's it!" shouted Slippy. "Just tell us where General Pepper and Peppy went to and we can go ask them."

"Normally I'd want you to stay here, but this is something that needs to be investigated. Both General Pepper and Peppy are on Sauria investigating the ruins that were destroyed by the Aparoids. I want you to go there and ask them if they know anything at all about the Triumvirate. I'll meanwhile search through the history books for any mention of the Triumvirate. You have your orders. Dismissed."

All three members of Star Fox stood at attention and saluted. Bill saluted back and then they started leaving the room. As they were walking out, Bill called out to Fox and asked him to wait a minute.

"Yeah Bill, what is it?" Fox asked.

"I just want you to know that I have Corneria's finest doctors working on Krystal." he replied very sympathetically. "I've also got her under 24 hour surveillance to insure that nothing else happens to her."

"Thank you Bill. You're the best friend a guy could ever have."

Fox shook Bill's hand and then hurried out of the room after Falco and Slippy. They both asked him what Bill had wanted when he caught up to them, but Fox just said that it wasn't important. By the time they reached the Great Fox, all repairs to it and the Arwings had been completed and Rob already had the ship ready for takeoff.

As they left Corneria behind and entered space, they could see commotion all around them. By now it was well known throughout the entire system that they had been invaded by people calling themselves the Triumvirate. Hundreds of ships were leaving Corneria to destinations unknown in anticipation of an attack on the planet and thousands more were arriving with refugees escaping from the Triumvirate controlled half of the system.

Cornerian Capital Ship's were already in orbit around Corneria keeping the peace while Cornerian Starfighters escorted the ships both leaving and coming in as well as flying patrol. All of this was being directed from the Cornerian Space Station. The space station was also allowing some of the larger vessels and those traveling in large groups going to the same destinations to use the Warp Gate. Just as the Great Fox prepared to activate their warp engines, they saw ships from the 2nd and 3rd Fleets heading toward Sector Y and several large supply ships heading to both Katina and Fortuna.

It would take them about an hour to reach Sauria, so everybody went off to do their own thing. Rob stayed on the bridge while Slippy headed down to the hanger bay to check on the repairs that had been made to the Arwings. Falco headed down to the War Room to study both the offensive and defensive tactics of the Triumvirate. They had faced the Triumvirate twice already, but still Falco had not recognized any of their tactics.

Fox, meanwhile, was just wandering the ship. He didn't know why, but his thoughts just kept drifting back to Krystal. Despite all that was going on, this new enemy, the invasion, all the death so far, she was the only thing in his head. He kept thinking that if he had just done something, then maybe things would've turned out different.

"Damn it man," he cursed to himself, "there was nothing you could do. It was beyond your control. Stop beating yourself up over it."

Fox continued to wander the ship, cursing himself, silently this time, as he did so. Finally, without even realizing it, he entered the dormitory section of the ship. He found himself walking down the hallway and before he knew it he was standing in front of Krystal's room. He extended his arm out but stopped right in front of the doorknob. His hand was extended over it, but he couldn't bring himself to open the door.

"Attention." came Rob's voice suddenly over the ship's comm system. "We are approaching Sauria. All members of Star Fox are to report to their designated areas."

"Great timing Rob." said Fox with a smile as he ran toward the hanger bay.

When he got there he found Falco and Slippy already strapped into their Arwings. Fox quickly jumped into his and strapped himself in tight. As they all awaited Rob's signal for them to launch Fox looked over and saw Krystal's empty Arwing. Fox's heart began to sink once again, but luckily Rob gave them the signal at that moment and all three of them launched from the Great Fox before Fox could get into a depressed mood.

Before them the beautiful sphere which was Sauria loomed closer and closer as they got nearer to the planet. They adjusted their Arwings to prepare for entering the atmosphere and blasted through. As they descended, Slippy started scanning the planet for either Peppy's or Pepper's transponder signals. Slippy doubted that either of them would have their transponder signals on them since there was no need for them to have it, but he hoped for the best anyway.

They flew through the sky for about five minutes before Slippy's scanners started picking up Peppy's signal. They all gave a resounding cheer and immediately headed in the direction of Peppy's signal. The scanner showed that they were deep within some ruins that were surrounded by trees, so they were going to have to land their Arwings pretty far away. They quickly found the closest clearing possible and landed their Arwings.

Once they landed their Arwings, all three of them jumped out and ran as fast as they could toward Peppy and Pepper. They quickly ran past the trees and entered the ruins where Peppy and Pepper were located. They didn't know the exact location, so they just walked through the ruins searching every nook and cranny for any sign of them. After searching for a minute or so, they could hear voices nearby. Knowing that the voices could only belong to two people, they darted off in the direction of the voices. They were running so fast that they almost collided with Peppy and Pepper as they rounded a corner.

"Huh, what are you guys doing here?" asked Peppy when he realized who it was that had almost run into him.

"Yes, can't you leave two old, retired men alone for more than a couple of weeks before you guys start bothering us?" said Pepper laughingly. "Well I know that it's not that funny of a joke, but you don't have to look so glum about it."

"Wait, something's wrong isn't it? Where's Krystal?"

"She's in a hospital on Corneria in a coma." said Fox woefully.

"What happened?"

"The system has been invaded; that's what happened." Falco said bluntly.

"Invaded?" shouted Pepper. "But that's impossible. There's no one left to attack the system. All traces of Andross and his army are gone forever and the Aparoids were completely obliterated. How long have we been at war?"

"Well the war officially started yesterday at the battle of Sector X, but we have a feeling that they've been here for a while now." said Slippy. "They're using Venom as their base of operations and by the time we stumbled upon them they had already amassed a huge army there which means that they've been coming into our system for several days now."

"So there's already been a major engagement. How did we fare?"

"Poorly." stated Falco. "They're forces just ran right through us. There was also another engagement at Macbeth which we lost. They now control half the system. Everything from Solar to Venom is now there's."

"But I don't get something." said Peppy. "Why did you guys come all the way here to tell us this? Shouldn't you guys be on the front lines defending the system?"

"Well," said Fox, "the reason we came to you guys is because we think you guys know who these invaders are. They call themselves the Triumvirate."

"No . . . no . . . no . . . it can't be." said Peppy wide-eyed, pale faced, and with a fear in his expression that Fox had never seen before.

"I take it you two do know them then." said Falco.

"Unfortunately yes." said Pepper. "I always knew that this day would come, but I had hoped that it would be a long time from now after we've already bitten the dust."

"What has you guys so afraid of these turkeys? It's not like they have exceptional pilots flying for them. If the Cornerian Army hadn't been decimated by the Aparoids, we'd be slapping these guys from one side of the galaxy to the other."

"No Falco, you don't seem to understand." said Peppy. "You guys have been flying and fighting for god knows how long now. You're probably the best pilots in the entire universe, and that is why their flying skills don't seem to match up to yours. The Triumvirate trains their military forces, both ground and air forces, exceptionally well. These guys are trained so well that they could've given Andross's army a run for its money."

"But who exactly is the Triumvirate?" asked Fox.

"They're from the star system next to ours. It is a unique system in the fact that it has two stars, one on each side of the system. Half the planets orbit one star, and the other half orbit the other. They call themselves the Triumvirate because they are from three planets within that system, the only three capable of supporting life."

"Why did they invade the Lylat System then?" asked Slippy. "It sounds like they were fine right where they were."

"They invaded because one of their two suns died out." said Peppy. "It didn't go supernova or anything; it just died. Unfortunately for the Triumvirate, it was the sun that their three planets orbited. Without the sun temperatures quickly dropped and their planets experienced harsh environment changes. Somehow they quickly adapted to these harsh conditions. Now adapting didn't make life any easier; it just allowed them to survive. Since no other planets were habitable in their system, they had to look elsewhere for a new home. They eventually located the Lylat System and launched their invasion with the intention of conquering it for themselves."

"I remember the day they first invaded like it was yesterday." said Pepper. "I was a sergeant in the Cornerian Police Forces. There was no Cornerian Army back then. We had felt that there would never be any need so we just had a simple police force to keep order within the system. The Cornerian Army came about because of this invasion. Anyway though, that day I was to be promoted to lieutenant. As I awaited my promotion, the Triumvirate sent a decent sized attack force to Corneria. We eventually defeated the troops they sent, but in the end it was us who truly lost that battle. We were caught unprepared and as such half the police force was decimated. Not only that, but all the higher-ups were killed as well. Since I was the highest ranking official left at the time, it was now my responsibility to lead our decimated police forces against an army of professionally trained soldiers."

"Yeah, and since those were the days of mercenary groups Pepper quickly called upon any and all mercenary groups to come to the defense of the system. They were the closest thing we had to trained soldiers in those days. Of course since James and I were such good friends with Pepper back then, we immediately responded. That was the very first mission of Star Fox; to defend the Lylat System from the Triumvirate. I can still remember the battles back then. They were spectacular, and so were we. James, Pigma, me, and Luther sure were a force to be reckoned with."

"Wow, I always wondered what the very first mission of Star Fox had been." said Fox. "Wait a minute! Who the hell is Luther?"

"Oh shit, I let it slip. Well, since you already know about everything else, I don't see any harm in telling you guys. His full name is Luther Panda. He was the fourth member of the original Star Fox team. He was the best pilot of us all. His skills remind me of yours Falco. Anyway, after the war with the Triumvirate he quit the team and went into hiding."

"Where did he go?" asked Slippy.

"He went to Kirtar VII."

"Wait," said Falco, "the moons of Kirtar only go up to six. There is no Kirtar VII."

"Yes there is. It's a very weird phenomena actually. For some reason the moon has a fixed orbit and doesn't resolve around the gas giant. Our best scientists are still stumped as to why that is. Because of this, the planet Kirtar hides the moon at all times, making it a perfect place to hide. In addition to Luther you'll find many other retired veterans from that war as well as more recent ones such as the wars with Andross and quite possibly even with the Aparoids."

"We can catch up on this Luther guy some other time." said Fox. "Right now we need to know how you guys defeated the Triumvirate the first time."

"Oh, I don't think you need to be knowing that." said a voice from behind them. "After all, you've already said what we wanted to hear so now your little conversation is over."

Fox, Falco, Slippy, Peppy, and Pepper all turned to find that they were completely surrounded by wolverines in black military uniforms with a wide array of weapons being aimed at them. Behind them stood a penguin in the same type of uniform, only his had a medal on it which signaled that he was the leader of this party. He was the one who had spoke and he also had a pistol in his hand aimed straight at Pepper.


	5. Chapter 5

"Ah, the legendary General Pepper of the Cornerian Army and Peppy Hare of Star Fox." said the penguin. "I can't thank you enough for being in the same place at the same time. It makes my job so much easier."

"And who the hell are you dipshit?" Falco mouthed off.

"You should watch young tongue bird while you still have it."

"Fuck you!"

"You know, I've always been quite fond of roasted bird." replied the penguin with a smirk as he shoved his gun into Falco's mouth.

Falco tried to speak, but because of the gun all that anyone could hear were mumbles. He would've done something about that, but he was being held tightly by two of the wolverines as was everyone else. Falco fought against their grip, but they were holding his arms too tightly. The entire time he was resisting Falco continued to mumble.

"You can fight all you want, but it won't make a difference. Even if you do break free of their grip I'll just pull this trigger and boom; no more smart-mouthed bird."

"What is it you want?" asked Fox, also struggling against his captors.

"It's us." said Peppy solemnly. "They're here for General Pepper and me."

"As wise as ever." said the penguin. "I'm sure to get a promotion for this. General Pepper, Peppy Hare, you two are under arrest for crimes against the Triumvirate."

"What?" exclaimed Slippy. "That can't be."

"Slippy, calm down." said Pepper. "It's beyond our control now."

"But. . .but. . ."

"Listen to your superior officer amphibian." said the penguin. "Now as I was saying, you two will accompany me back to Venom. Then, once we've captured Luther, your trial and execution can begin. Let's go."

"What about these three?" asked one of the wolverines.

"Kill them."

Fox, Falco, and Slippy all stood in shock at those words as the penguin walked off into the jungle with Peppy and Pepper being escorted by several wolverines in tow. That now left Fox, Falco, and Slippy each being held by two wolverines and three more wolverines who were getting into position to kill them. They each struggled against their captors, but the wolverine's grip on them was just too strong. No matter how hard they tried, they just couldn't break free.

The three wolverines now stood several feet in front of them. They each raised up their guns and aimed them at one of the Star Fox members. As Star Fox continued to struggle, one of the wolverines started to count down from ten. As the number continued to dwindle, Star Fox's desperation continued to mount. Just as the wolverine finished saying the number one, a large triceratops jumped out of the nearby trees and tackled the three wolverines who were aiming their guns at the Star Fox members.

The wolverines holding Star Fox let go of their hostages and drew their weapons to go avenge their fallen comrades. As they did though, several SharpClaw warriors jumped out of the trees behind them and hacked them down. With all of the wolverines dead, Star Fox now had a chance to look at their saviors. Since this was the first time Falco and Slippy had ever set foot on the planet, they had no clue who anyone was. Fox, on the other hand, knew exactly who the triceratops was.

"Tricky!" Fox shouted with a smile as he ran over to the huge dinosaur. "I have never been any happier to see you."

"It's good to see you too Fox." replied Tricky happily. "When I saw your Arwings flying down to the surface, I quickly made my way over to see you. When I saw that you were being followed though, I ran back for some reinforcements."

"And boy am I glad you did."

"Um, I hate to break up this happy reunion," interrupted Falco, "but the badguys are getting away with Peppy and Pepper."

"You're right. Sorry Tricky, but we've got to go. I promise to come back and see you when I get a chance."

"Alright Fox. Bye."

Fox, Falco, and Slippy quickly took off into the trees heading toward their Arwings. As they ran, a shuttle and three Triumvirate starfighters rose up into the sky. The shuttle and two starfighters then broke for space while the third one turned around. As the starfighter headed back toward the planet, Fox, Falco, and Slippy realized what his target was; their Arwings. They picked up speed to try and get back to their ships faster.

Just as they reached the clearing where their Arwings were, the Triumvirate starfighter made a strafing run at their ships. His lasers blared totally destroying Fox's Arwing and damaging Slippy's. Falco's Arwing remained untouched, so he quickly jumped into his ship before the pilot made another pass. As Falco rose up into the air, Fox and Slippy could do nothing but stand back and watch.

"Rob, come in." said Fox. "I need you to transport Krystal's Arwing down to me."

"Unable to comply." Rob replied. "The Great Fox is under attack by a squadron of Triumvirate starfighters.

"Damn! Okay, then start searching for a Triumvirate cruiser in orbit someplace around Sauria. There is a shuttle heading for it. You must destroy the cruiser before the shuttle can reach it. If the shuttle reaches the cruiser, then just leave it alone. Peppy and Pepper are on board that shuttle."

"Understood. Triumvirate cruiser located. Moving to intercept."

"Slippy, can you get your Arwing up and running."

"Maybe if I had an hour, but even then it would only be at minimal capacity." replied Slippy uncertainly.

"Then set a speed record. Let's just hope Falco can hold his own till then."

When Falco reached a sufficient height, he quickly put his ship into a dodging maneuver to avoid the Triumvirate pilot's attack. As the Triumvirate pilot flew past Falco's ship, he spotted the pilot through the ship's cockpit. The Triumvirate pilot was the penguin who had shoved his gun into Falco's mouth down on the ground.

"Looks like I'm going to get to kill him after all." said Falco as he opened up a comm channel. "Yo loser, I thought penguins were supposed to be flightless birds."

"Laugh it up while you can." replied the penguin. "I'm one of the Triumvirate's best pilots. When I'm through with you, there won't be enough of you left to fill a cup."

"Then stop talking about it and do it already."

Falco threw his ship into a barrel-roll as the penguin came around for another pass. Falco tried to come up behind the penguin to destroy him as he passed, but the penguin had already made a u-turn and was coming back straight at Falco. Both Falco and the penguin fired their lasers at each other. As they both spotted the other's lasers, they turned to avoid them and nearly clipped their wings as they passed each other.

Even though Falco didn't like the idea, he had to admit that the penguin was quite a good pilot. He cursed as he accelerated his Arwing to its top speed. He had to gain some distance between himself and the penguin if he was going to have any kind of chance. He also needed the time to think up a plan. Alarms were now sounding within Falco's Arwing. He quickly looked down at his scanner and saw that the penguin was behind him and quickly closing the gap. Falco started dodging left and right to avoid a lock, but he knew that he was going to have to do better than that.

There was a mountain now looming ever closer in the distance, so Falco had to come up with a plan now. Falco yanked back his control stick as far as it would go and made his Arwing go straight up into the air at a 90 degree angle. The penguin wasn't foolish enough to try a maneuver like that, so he just performed a u-turn to avoid crashing into the mountain. Even though the penguin wasn't following him anymore, Falco continued to climb into the air. The G- forces being caused by this maneuver were forcing Falco deep into his chair, but he had faith that the G-diffuser system would keep him alive.

Falco's engines began to sputter as they could no longer continue to shoot Falco's ship forward. Falco smiled at this and cut the power to his engines entirely. He then pushed his control stick forward urging the Arwing to point its nose down toward the ground. Falco's ship was now in a free fall, gaining more and more speed as he headed for the planet. Falco started scanning the area with his eyes trying to find the penguin. When he finally found him, he turned his Arwing in the penguin's direction and fired.

Falco's lasers found their mark and crippled the penguin's ship. Falco watched with glee as the crippled ship slammed full speed into the planet ending with a brilliant explosion. Falco was so pleased that he almost forgot to turn his engines back on and prevent himself from having the same fate. Once Falco leveled his ship out, he prepared the Arwing for space flight and shot off after the shuttle carrying Peppy and Pepper.

When Falco broke through Sauria's atmosphere, he saw the Great Fox, which was being attacked by Triumvirate starfighters, attacking the Triumvirate cruiser. Falco turned to his scanner to try and find the shuttle. Unfortunately, by the time he found the shuttle it was preparing to dock with the cruiser. Falco was about to warn Rob to stop shooting, but Rob did so on his own. Falco guessed that Fox had already filled Rob in on what was going on.

Once the shuttle docked with the Triumvirate cruiser, the starfighters broke off their attack on the Great Fox and jumped into warp along with the cruiser. Falco breathed a sigh of relief that he didn't have to fight all those starfighters, but the Triumvirate had gotten away with Peppy and Pepper. There was no telling what kind of secrets they could get from the minds of those two.

"Fox, come in." Falco solemnly said into his comm.

"What is it Falco?"

"They got away. The bastards got away with Peppy and Pepper. I failed."

"It's not your fault. If Slippy's and my Arwings hadn't been damaged, then maybe things would've been different."

"But what are we going to do now?" Slippy piped in.

"Luther!"

"What?"

"The Triumvirate said that they were also searching for Luther. That means that they're not going to do anything until they've either captured or killed Luther. We just need to get to him first. Besides, he can finish telling us what we need to know about the Triumvirate."

"I guess it's off to Kirtar VII then. Lets rock and roll."


End file.
